SUB-INVESTMENT ADVISORY AGREEMENT

AGREEMENT dated September 29, 2006, between BlackRock Advisors, LLC, a Delaware limited liability company (the Advisor), and BlackRock Investment Management, LLC, a Delaware limited liability company (the Sub-Advisor).

WHEREAS, the Advisor has agreed to furnish investment advisory services to the separate series set forth in Exhibit A (each a Series), of Master Large Cap Series Trust, a Delaware statutory trust (the Trust), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);

WHEREAS, the Advisor wishes to retain the Sub-Advisor to provide it with certain sub-advisory services as described below in connection with Advisors advisory activities on behalf of the Series;

WHEREAS, the advisory agreement between the Advisor and the Trust, dated September 29, 2006 (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Advisory Agreement) contemplates that the Advisor may sub-contract investment advisory services with respect to the Series to a sub-advisor pursuant to a sub-advisory agreement agreeable to the Trust and approved in accordance with the provisions of the 1940 Act; and

WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Advisor is willing to furnish such services upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1. Appointment. The Advisor hereby appoints the Sub-Advisor to act as sub-advisor with respect to the Series and the Sub-Advisor accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

2. Services of the Sub-Advisor. Subject to the succeeding provisions of this section, the oversight and supervision of the Advisor and the direction and control of the Trusts Board of Trustees, the Sub-Advisor will perform certain of the day-to-day operations of the Series, which may include one or more of the following services, at the request of the Advisor: (a) acting as investment advisor for and managing the investment and reinvestment of those assets of the Series as the Advisor may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Series and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Series; (b) arranging, subject to the provisions of paragraph 3 hereof, for the purchase and sale of securities and other assets of the Series; (c) providing investment research and credit analysis concerning the Series investments, (d) assist the Advisor in determining what

portion of the Series assets will be invested in cash, cash equivalents and money market instruments, (e) placing orders for all purchases and sales of such investments made for the Series, and (f) maintaining the books and records as are required to support Series investment operations. At the request of the Advisor, the Sub-Advisor will also, subject to the oversight and supervision of the Advisor and the direction and control of the Trusts Board of Trustees, provide to the Advisor or the Series any of the facilities and equipment and perform any of the services described in Section 3 of the Advisory Agreement. In addition, the Sub-Advisor will keep the Series and the Advisor informed of developments materially affecting the Series and shall, on its own initiative, furnish to the Series from time to time whatever information the Sub-Advisor believes appropriate for this purpose. The Sub-Advisor will periodically communicate to the Advisor, at such times as the Advisor may direct, information concerning the purchase and sale of securities for the Series, including: (a) the name of the issuer, (b) the amount of the purchase or sale, (c) the name of the broker or dealer, if any, through which the purchase or sale is effected, (d) the CUSIP number of the instrument, if any, and (e) such other information as the Advisor may reasonably require for purposes of fulfilling its obligations to the Series under the Advisory Agreement. The Sub-Advisor will provide the services rendered by it under this Agreement in accordance with each Series investment objectives, policies and restrictions (as currently in effect and as they may be amended or supplemented from time to time) as stated in the Series Prospectus and Statement of Additional Information and the resolutions of the Trusts Board of Trustees.

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